Item 1.01 Entry into a Material Definitive Agreement.
On
The foregoing description of the share repurchase agreement is not complete and is qualified in its entirety by reference to the complete text of the share repurchase agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 8.01 Other Events.
On
The Offering was made pursuant to a preliminary prospectus supplement and final
prospectus supplement related to the Company's automatic shelf registration
statement on Form S-3 (File No. 333-261060) (the "Registration Statement"),
which became effective upon filing with the
The Selling Stockholders received all net proceeds from the sale of Common Stock pursuant to the Underwriting Agreement. The Company did not receive any of the proceeds from the sale of Common Stock by the Selling Stockholders.
The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning, among other things, its business and its Registration Statement on Form S-3 and the preliminary prospectus supplement and final prospectus supplement related to the Offering. The Company also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement datedDecember 14, 2021 among Leslie's, Inc., the selling stockholders party thereto andGoldman Sachs & Co. LLC andMorgan Stanley & Co. LLC as underwriters. 10.1 Share Repurchase Agreement datedDecember 14, 2021 among Leslie's, Inc. and the selling stockholders party thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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